UNITED
STATES


SECURITIES
AND EXCHANGE COMMISSION


WASHINGTON,
D.C. 20549


FORM
10-K/A


Amendment
No. 1


(Mark
One)


þ
            ANNUAL REPORT
      PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
      1934


For
the fiscal year ended December 31, 2008


OR





 ̈
            TRANSITION
      REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
      1934


For the Transition Period from                    
to





Commission
File No.  333-124829





ZOO
ENTERTAINMENT, INC.


(Exact
name of registrant as specified in its charter)





DELAWARE
                  
                  71-1033391(State
      or other jurisdiction of
                    incorporation
      or organization)
                  
                  (I.R.S.
      Employer
                    Identification
      No.)


2121
Avenue of the Stars, Suite 2550


Los Angeles,
California            90067


(Address
of principal executive office)





Registrant’s
telephone number, including area code (310)
601-2500





Securities
registered pursuant to Section 12(b) of the Act: NONE





Securities
registered pursuant to Section 12(g) of the Act:


Common
Stock, Par Value $0.001


(Title of
class)





Indicate
by check mark if the registrant is a well known seasoned issuer, as defined in
Rule 405 of the Securities Act.   Yes oNo þ





Indicate
by check mark if the registrant is not required to file reports pursuant to
Section 13 or Section 15(d) of the Act. Yes oNo þ





Indicate
by check mark whether the registrant (1) has filed all reports required to
be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934
during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports) and, (2) has been subject to
such filing requirements for the past 90 days. Yes þNo o





Indicate
by check mark whether the registrant has submitted electronically and posted on
its corporate web site, if any, every interactive data file required to be
submitted and posted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this
chapter) during the preceding 12 months (or for such shorter period that the
registrant was required to submit and post such files).  Yes oNo o





Indicate
by check mark if disclosure of delinquent filers pursuant to Item 405 of
Regulation S-K (§ 229.405 of this chapter) is not contained herein and, will not
be contained, to the best of registrant’s knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this Form
10-K or any amendment to this Form 10-K. o





Indicate
by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer, or a smaller reporting company. See
the definitions of “large accelerated filer,” “accelerated filer” and “smaller
reporting company” in Rule 12b-2 of the Exchange Act. (Check one):





Large
      accelerated
              filer
      o
            
            Accelerated
              filer
      o
            
            Non-accelerated
      filer   o
              (Do not check if a smaller reporting company)
            Smaller
      reporting
              company
      þ





Indicate
by check mark whether the registrant is a shell company (as defined in
Rule 12b-2 of the Act). Yes oNo þ




The
aggregate market value of the registrant’s voting and non-voting common stock
held by non-affiliates of the registrant (without admitting that any person
whose shares are not included in such calculation is an affiliate) computed by
reference to the price at which the common stock was last sold on the OTC
Bulletin Board on June 30, 2008, the last business day of the registrant’s most
recently completed second fiscal quarter was $502,000.





As of
April 10, 2009, the registrant had 38,243,937 shares of common stock
outstanding.









EXPLANATORY
NOTE




On April
15, 2009, Zoo Entertainment, Inc. (“Zoo” or the “Company”) filed its Annual
Report on Form 10-K for the year ended December 31, 2008 with the
Securities and Exchange Commission (the “Original Filing”). In that report, the
Company indicated that it would file the information required by Part III of
Form 10-K within 120 days following the end of its most recent fiscal year. The
Company is amending the Original Filing to provide such information. Except as
set forth in this amendment, the Company is not amending or updating any
information contained within the Original Filing for the year ended
December 31, 2008.  Unless the context otherwise indicates, the
use of the terms “we”, “our” or “us” refer to the business and operations of Zoo
through its operating and wholly-owned subsidiaries Zoo Games, Inc. (“Zoo
Games”) and Zoo Publishing, Inc. (“Zoo Publishing”).




PART
III




Item 10.Directors,
Executive Officers and Corporate Governance.





The
following table sets forth our directors and executive officers:




Name
              
              Age
              
              Position(s)Robert
      S. Ellin
              
              44
              
              Chief
      Executive Officer, President and DirectorJay
      A. Wolf
              
              36
              
              Secretary
      and DirectorCharles
      Bentz
              
              45
              
              Chief
      Financial OfficerBarry
      I. Regenstein
              
              52
              
              DirectorJohn
      Bendheim
              
              58
              
              DirectorDrew
      Larner
              
              45
              
              DirectorMoritz
      Seidel
              
              38
              
              DirectorMark
      Seremet
              
              44
              
              Director;
      Chief Executive Officer and President of Zoo GamesDavid
      J. Fremed
              
              48
              
              Chief
      Financial Officer of Zoo GamesEvan
      M. Gsell
              
              44
              
              Chief
      Operating Officer and General Counsel of Zoo GamesDavid
      Rosenbaum
              
              56
              
              President
      of Zoo Publishing




Biographical
information for our directors and executive officers are as
follows:





Robert S. Ellin.  Mr.
Ellin has served as a director and our Chief Executive Officer since October 1,
2007 and is one of the Managing Members of Trinad Management,
LLC. Mr. Ellin is also a Managing Member of Trinad Capital Master Fund, Ltd.,
our principal stockholder and a hedge fund dedicated to investing in
micro-cap public companies. Mr. Ellin currently sits on the boards of Command
Security Corporation (MOC), New Motion, Inc. (NWMO) and Lateral Media,
Inc. (LTLM) and is Chairman of the board of Mandalay Media, Inc. (MNDL). Mr.
Ellin also serves on the Board of Governors at Cedars-Sinai Hospital.  
Prior to joining Trinad Capital Master Fund Ltd., Mr. Ellin was the founder and
President of Atlantis Equities, Inc., a personal investment company. Founded in
1990, Atlantis has actively managed an investment portfolio of small
capitalization public company as well as select private company investments. Mr.
Ellin frequently played an active role in Atlantis investee companies including
board representation, management selection, corporate finance and other advisory
services. Through Atlantis and related companies, Mr. Ellin spearheaded
investments into ThQ, Inc. (OTC:THQI), Grand Toys (OTC: GRIN), Forward
Industries, Inc. (OTC: FORD) and completed a leveraged buyout of S&S
Industries, Inc. where he also served as President from 1996 to 1998. Prior to
founding Atlantis Equities, Mr. Ellin worked in Institutional Sales at LF
Rothschild and prior to that he was the Manager of Retail Operations at Lombard
Securities. Mr. Ellin received a B.A. from Pace University.




2




Jay A. Wolf.Mr. Wolf has
served as a director and our Secretary since October 1, 2007 and
is one of the Managing Members of Trinad Management,
LLC.  Mr. Wolf is also a Managing Director of Trinad Capital Master Fund,
Ltd. Mr. Wolf currently sits on the boards of Mandalay Media, Inc.
(MNDL), Lateral Media, Inc. (LTLM), Xcorporeal, Inc. (XCR), ProLink
Holdings Corp (PLKH) and NorthStar Systems International Inc.
 Mr. Wolf has ten years of investment and operations experience in a broad
range of industries. Mr. Wolf is a co-founder of Trinad Capital, L.P., where he
served as a managing director since its inception in 2003. Prior to founding
Trinad, Mr. Wolf served as the Executive Vice-President of Corporate Development
for Wolf Group Integrated Communications where he was responsible for the
company's acquisition program. Prior to Wolf Group Integrated Communications,
Mr. Wolf worked at Canadian Corporate Funding, a Toronto-based merchant bank, in
the senior debt department, and subsequently for Trillium Growth, the Canadian
Corporate Funding's venture capital fund. Mr. Wolf received his B.A from
Dalhousie University.





Charles Bentz. Mr.
Bentz has served as our Chief Financial Officer since October 1, 2007,
and is a Certified Public Accountant with over 20 years of experience.  Mr.
Bentz has been the Chief Financial Officer of Trinad Management, LLC since
December of 2006.  Prior to joining Trinad Management, LLC, Mr. Bentz was a
Vice President and the Controller of Fletcher Asset Management from 2005 to
2006, Vice President, Controller and Head of Fund Administration &
Compliance of the Reserve Funds from 2003 to 2005, Vice President and Head of
Fund Administration & Compliance of BlackRock Inc., Vice President and
Controller of HHF Acquisition Corp., and Associate Vice President of Prudential
Mutual Fund Management. Mr. Bentz is also the Chief Financial Officer of
Noble Medical Technologies and Lateral Media Inc.  Mr. Bentz began his
career at Deloitte & Touche, and received a B.S. in Accounting from
Villanova University.





Barry I.
Regenstein.Mr. Regenstein has served as a director since
October 1, 2007. Mr. Regenstein is also the President and Chief Financial
Officer of Command Security Corporation. Trinad Capital Master Fund,
Ltd. is a significant shareholder of Command Security Corporation and Mr.
Regenstein has formerly served as a consultant for Trinad Capital Master Fund,
Ltd. Mr. Regenstein has over 30 years of experience including 25 years in
operations and finance of contract services companies.  Mr. Regenstein was
formerly Senior Vice President and Chief Financial Officer of Globe Ground North
America (previously Hudson General Corporation), and previously served as the
company’s Controller and as a Vice President. Prior to joining Hudson General
Corporation in 1982, he was with Coopers & Lybrand in Washington, D.C. since
1978.  Mr. Regenstein currently sits on the boards of ProLink Holdings
Corporation (PLKH), Mandalay Media, Inc. (MNDL), MPLC, Inc. (MPNC) and Command
Security Corporation (MOC).  Mr. Regenstein is a Certified Public
Accountant and received a B.S. in Accounting from the University of Maryland and
an M.S. in Taxation from Long Island University.





John Bendheim.   Mr.
Bendheim has served as a director since June 2008. Mr. Bendheim is President of
Bendheim Enterprises, Inc., a real estate investment holding company with
operations located exclusively in California and Nevada. Mr. Bendheim has
specialized in providing equity funding for real estate transactions.
Previously, he was President of Benditel Incorporated (1988-1994) an apparel
manufacturer based in Los Angeles, California. Mr. Bendheim has invested in real
estate for his personal account since 1976 and has owned apartments, surgery
centers, office buildings, condominiums, model homes, industrial buildings,
recreational vehicle parks, and convenience centers.  Mr. Bendheim was
the past Chairman of the Cedars-Sinai Board of Governors (2000-2002) and is the
current chairman of the Los Angeles Sports & Entertainment
Commission.  He is a member of the Board of Directors of the Brentwood
School, California Republic Bank, Cedars-Sinai Medical Center, Lowenstein
Foundation, Beverly Hills Chamber of Commerce, University Of Southern California
Alumni Association Board of Governors, Cedars Sinai Medical Genetics Institute-
Community Advisory Board,USC Marshall School Board of Leaders, Wallace Annenberg
Center For the Performing Arts, Los Angeles Committee on Foreign Relations, and
the Evergreen Community School.  Mr. Bendheim received B.S. degree in
1975 and an MBA in 1976 from the University of Southern California.




3




Drew Larner.Mr. Larner has
served as a director since September 2008.  He is a Managing Director
of Europlay Capital Advisors, a Los Angeles-based merchant bank and advisory
firm specializing in media and technology companies.  Prior to Europlay,
Mr. Larner spent over twelve years as an executive in the motion picture
industry, most recently as Executive Vice-President at Spyglass Entertainment
Group. In that role, he was involved in all operations of Spyglass with specific
oversight of business development, international distribution and business and
legal affairs.  Mr. Larner was responsible for managing the company’s
output arrangements with the Walt Disney Company, Kirch Media, Canal Plus and
Toho Towa (among others) as well as the equity investments of Disney, Svensk
Filmindustri (a subsidiary of the Bonnier Group) and Lusomundo Audiovisuais (a
subsidiary of Portuguese Telecom) in Spyglass. During Mr. Larner’s tenure at
Spyglass, the company released over fifteen feature films including the
blockbuster hit The Sixth
Sense, as well as successes Seabiscuit, Bruce Almightyand The Recruit. Prior to
Spyglass, Mr. Larner spent a total of five years at Morgan Creek Productions
during which time he headed up the business and legal affairs department and
then moved on to run Morgan Creek International, the company’s international
distribution subsidiary.  In this period, Morgan Creek released over twenty
feature films including hits Ace Ventura: Pet Detective,
its sequel Ace Ventura: When
Nature Calls, Robin
Hood: Prince of Thievesand Last of the Mohicans. 
Additionally, Mr. Larner spent two years as Vice President/Business Affairs at
Twentieth Century Fox.  Mr. Larner began his career as an attorney in the
Century City office of O’Melveny & Myers. Mr. Larner currently serves on the
Board of Directors of Broadspring, an online search and advertising company. Mr.
Larner received a B.A. from Wesleyan University, after which he earned a J.D.
from Columbia Law School.




Moritz Seidel.  Mr.
Seidel has served as a director since January 2009.  Since April 2007,
Mr. Seidel has served as Managing Director of T7M7 Unternehmensaufbau GmbH, a
small Venture Capital firm focused on early-stage investments in internet and
gaming companies. He has also served as a Managing Director of Mybestbrands
BmbH, an internet service company, since November 2008. In 1998 he founded
Webfair AG, a company that provides software solutions to automotive
manufacturers (OEMs) and became its Chief Executive Officer. Webfair ́s software
is used today by more than 50% of all automotive OEMs to monitor the status,
bonus schemes and improvement processes of their dealer networks in
Europe.  In March 2006, Webfair AG was acquired by Urban Science Inc.,
headquartered in Detroit, Michigan.  Mr. Seidel was responsible for
the integration of Webfair AG within the international Urban Science
organization and left the company in April 2007. From 1994 to 1997, Mr. Seidel
was a consultant with Roland Berger & Partner, a management consulting firm
of European origin. His focus was consumer goods, retail and internet. He is a
member of the Entrepreneurs Organization (YEO and EO). Mr. Seidel graduated at
the age of 23 from the University of Regensburg, Germany with a Diploma in
Business Studies (Diplom Kaufmann) and went to school in Germany and United
States.




Mark
Seremet.Mr. Seremet has served as a director since
September 2008.  He has been Chief Executive Officer of Zoo Games
since January 2009 and has served as President of Zoo Games since April 2007.
For the past four years Mr. Seremet has been an active internet investor with
investments in such sites as Wallstrip.com recently acquired by CBS. From
2005-2006 Mr. Seremet also served as CEO of Spreadshirt.com which he quickly
grew to the number two provider of online, customized merchandise. Mr. Seremet
is a co-founder of Take-Two Interactive Software, Inc. which he helped take
public in 1997, and where he was President and Chief Operating Officer from 1993
to 1998. Additionally, he served as the Chief Operating Officer of Picis from
1998-2000, SA in Barcelona, Spain and orchestrated its registration for an
initial public offering on the Nouveau Marche. Mr. Seremet is also the founder
and Chief Executive Officer of Paragon Software, which was acquired in 1992 by
MicroProse.  Mr. Seremet serves on the boards of Serklin, Inc. and
Qoop, Inc. He was named Young Entrepreneur of the Year by the U.S. Small
Business Administration in 1989 and received a B.S. in Business Computer Systems
Analysis from Saint Vincent College.




4




David J.
Fremed.  Mr. Fremed has been Chief Financial Officer of Zoo
Games since August 2007. He is a broad-based financial executive with extensive
experience in financial operations, budgeting and forecasting, and strategic
planning. Prior to working at Zoo Games, he was Executive VP and Chief Financial
Officer at Grand Toys International Limited (Nasdaq: GRIN ) where he helped grow
the company from $10 million to $150 million in just two years. Mr. Fremed also
spent four years at Atari, Inc. as Senior VP of Finance and Chief Financial
Officer. During that time he was responsible for all financial functions
including treasury, SEC reporting, and compliance. Prior to Atari, Mr. Fremed
spent ten years at Marvel Enterprises, Inc. (MVL) and its predecessor in various
financial capacities, including Chief Financial Officer. Mr. Fremed earned his
MBA in Finance from New York University in 1987 and is a Certified Public
Accountant.





Evan M. Gsell.  Mr.
Gsell has been Chief Operating Officer and General Counsel of Zoo Games since
May 2007. He joined Zoo Games from Atari, Inc. where he served as Vice President
of Legal and Business Affairs for six years. Prior to Atari, he worked in
various senior legal and business affairs and development positions at America
Online’s Moviefone, Times Mirror’s Hollywood.com, and NBC Interactive. Mr. Gsell
began his career as a patent litigator at Fish & Neave. He was also an
associate at Frankfurt, Garbus, Klein & Selz, specializing in transactional
and intellectual property law. Mr. Gsell received his J.D. from the New York
University School of Law in 1989 where he was the winner of the American
Jurisprudence Award for Patent Law. He is a 1986 graduate of Middlebury
College.





David Rosenbaum.  Mr.
Rosenbaum has been the President of Zoo Publishing since April 2009.  He
has served in various capacities at Zoo Publishing since July 2006 including as
Senior Vice President of Sales.  Mr. Rosenbaum served as the Sales Manager
of Elmex Corporation, a western model company, from 1975 to 1980, and again from
1982 to 1983.  He served as the Sales Manager of General Toy
Distribution, a toy distribution company, from 1979 to 1981.  Mr.
Rosenbaum was also the Sales Manager of Kramer Brothers Distribution
Company, a hobby distributor, from 1981 to 1982, and of Associated Independent
Distributors from 1983 to 1989.  In 1989, Mr. Rosenbaum founded Jack of All
Games, which he sold in 1998, but remained on as President through March
2006.  Mr. Rosenbaum received a B.A. from the University of Cincinnati in
1974.





Section
16(a) Beneficial Ownership Reporting Compliance.





Section
16(a) of the Securities Exchange Act of 1934 requires our officers and
directors, and persons who own more than ten percent of a registered class of
our equity securities, to file reports of ownership and changes in ownership
with the Securities and Exchange Commission (“SEC”). These persons are required
by regulation to furnish us with copies of all Section 16(a) reports that they
file. Based on our review of the copies of these reports received by us, or
written representations from the reporting persons that no other reports were
required, we believe that, during 2008, all filing requirements applicable to
our current officers, directors and greater than ten percent beneficial owners
were complied with.




Code
of Ethics.





Now that
we are no longer a shell company, we intend to establish a code of
ethics.





Committees
of the Board of Directors.


Audit
Committee. The Audit Committee of the Company’s Board of Directors (the
“Board”) consists of Messrs. Barry Regenstein (Chairman), John Bendheim and
Drew Larner. Our Audit Committee held one meeting in 2008, since we became an
operating company as a result of the merger with Zoo Games in September
2008.  The Audit Committee acts under a written charter, which more
specifically sets forth its responsibilities and duties, as well as requirements
for the Committee’s composition and meetings.





The Board
has determined that each member of the audit committee is “independent,” as that
term is defined under Rule 10A-3(b)(1) of the Securities and Exchange Act of
1934, as amended.





The Board
has determined that Messrs. Barry Regenstein, John Bendheim and Drew Larner
are “financial experts” serving on its Audit Committee, and are independent, as
the SEC has defined that term under the applicable SEC rules.  Please
see the biographical information for these individuals contained in the section
above.


5


Item
11. Executive
Compensation.




Summary
Compensation Table





The
following Summary Compensation Table sets forth summary information as to
compensation paid or accrued during the last two fiscal years ended December 31,
2008 and 2007 to (i) our current Chief Executive Officer, and (ii) our two next
most highly compensated executive officers.





Name
      and
                                    Principal Position
                                  
                                  Year
                                  
                                  Salary
                                  
                                  
                                  Bonus
                                  
                                  
                                  Stock
                                    Awards
                                  
                                  
                                  Option
                                    Awards
                                  
                                  
                                  All Other
                                    Compensation
                                  
                                  
                                  TotalRobert
      S. Ellin, Chief
      Executive Officer of Zoo Entertainment
                                  
                                  2008
                                  
                                  
                                  0
                                  
                                  
                                  
                                  0
                                  
                                  
                                  
                                  275,000
                                  (1)
                                  
                                  
                                  0
                                  
                                  
                                  
                                  0
                                  
                                  
                                  
                                  275,0002007
                                  
                                  
                                  0
                                  
                                  
                                  
                                  0
                                  
                                  
                                  
                                  0
                                  
                                  
                                  
                                  0
                                  
                                  
                                  
                                  0
                                  
                                  
                                  
                                  0Mark
      E. Seremet, Chief
      Executive Officer of Zoo Games
                                  
                                  2008
                                  
                                  
                                  260,222
                                  
                                  
                                  
                                  0
                                  
                                  
                                  
                                  25,000
                                  (2)
                                  
                                  
                                  510,164
                                  (3)
                                  
                                  
                                  7,200
                                  (4)
                                  
                                  
                                  802,5862007
                                  
                                  
                                  126,202
                                  
                                  
                                  
                                  0
                                  
                                  
                                  
                                  71,788
                                  (5)
                                  
                                  
                                  0
                                  
                                  
                                  
                                  40,484
                                  (6)
                                  
                                  
                                  238,474David
      Rosenbaum,
                                  
                                  2008
                                  
                                  
                                  375,000
                                  
                                  
                                  
                                  187,500
                                  
                                  
                                  
                                  0
                                  
                                  
                                  
                                  552,112
                                  (7)
                                  
                                  
                                  25,000
                                  (8)
                                  
                                  
                                  1,139,612President
      of Zoo Publishing
                                  
                                  2007
                                  
                                  
                                  471,153
                                  
                                  
                                  
                                  250,000
                                  
                                  
                                  
                                  0
                                  
                                  
                                  
                                  0
                                  
                                  
                                  
                                  23,000
                                  (8)
                                  
                                  
                                  744,153




(1)
            Mr.
      Ellin received 250,000 restricted shares of the Company’s common stock in
      June 2008 valued at $1.10 per
share.


(2)
            Mr. Seremet received 16,484
      shares of the Company’s common stock in lieu of a cash bonus in
      2008.


(3)
            Mr. Seremet received 702,327 of
      the Company’s stock options at a value of $510,164 using the provisions of
      FAS 123R in 2008.


(4)
            Includes
      a $600 monthly car allowance.


(5)
            Represents 40,800 founder units
      issued in April 2007 and valued at $.197 per unit, and 5,000 incentive
      profit units issued in June 2007 and valued at $12.75 per unit. These
      values were determined using the provisions of FAS 123R for the fiscal
      year ended December 31,
2007.


(6)
            Includes a $600 monthly car
      allowance, a $25,000 relocation payment and family medical benefits
      totaling $11,284.


(7)
            Mr.
      Rosenbaum received 760,031 of the Company’s stock options at a value of
      $552,112 using the provisions of FAS 123R in 2008.


(8)
            Consists of family medical
      benefits.




6




On
January 14, 2009, Zoo Games entered into an employment agreement (the “Seremet
Employment Agreement”) with Mark Seremet, a director of the Company and
President of Zoo Games, pursuant to which Mr. Seremet also became Chief
Executive Officer of Zoo Games.  The Seremet Employment Agreement is
for a term of three years, at an initial base salary of $325,000 per year and
provides for a bonus at the discretion of the Company’s Board.  The
Seremet Employment Agreement is renewable automatically for successive one year
periods unless either party gives written notice not to renew at least sixty
days prior to the expiration of the initial term or any renewal
terms.  The Company also granted Mr. Seremet an option to purchase
750,000 shares of the Company’s common stock, at an exercise price of $0.30 per
share, pursuant to the Company’s 2007 Employee, Director and Consultant Stock
Plan, as amended.





On
January 14, 2009, that certain Amended and Restated Employment Agreement, by and
between Zoo Games and Mark Seremet, dated as of April 16, 2008, as subsequently
amended on July 15, 2008 (the “Original Employment Agreement”), was terminated
in connection with Zoo Games and Mark Seremet entering into the Seremet
Employment Agreement.  Under the Original Employment Agreement, Mr.
Seremet agreed to serve as President of Zoo Games. Mr. Seremet’s Original
Employment Agreement provided for a term ending on April 30, 2011 with an annual
base salary of $250,000 and a bonus based on a performance milestones as
determined by the compensation committee of Zoo Games. The Original Employment
Agreement was renewable automatically for successive one year periods unless
either party gives written notice not to renew at least sixty days prior to the
expiration of the initial term or any renewal terms. Mr. Seremet was entitled to
receive a monthly car allowance of up to $600 per month and was entitled to
participate in Zoo Games’s benefit plans in the same manner and at the same
levels as Zoo Games makes such opportunities available to all of Zoo Games’s
employees. If the Original Employment Agreement was terminated by Mr. Seremet
for Good Reason (as defined in the Original Employment Agreement) or by Zoo
Games without Cause (as defined in the Original Employment Agreement) then Mr.
Seremet was entitled to receive (a) 1.5 times the sum of his then current
base salary and bonus earned with respect to the employment year preceding
the year in which he was terminated (the “Prior Bonus”), payable over eighteen
months from the termination date, (b) payment of premiums for Mr. Seremet
under Zoo Games’s health plans or materially similar benefits, (c) any earned
but unpaid base salary or bonus, (d) any earned but unpaid performance bonus
from the prior fiscal year and (e) acceleration of vesting of all outstanding
stock options and restricted stock which have not vested as of the date of such
termination, if any. If Mr. Seremet’s employment was terminated as the result of
his death, his heirs will be entitled to receive (i) any earned but unpaid base
salary or bonus, (ii) any earned but unpaid performance bonus from the prior
fiscal year and (iii) acceleration of vesting of all outstanding stock options
and restricted stock which have not vested as of the date of death, if any.
Under the agreement, Mr. Seremet was subject to traditional non-competition and
employee non-solicitation restrictions while he was employed by Zoo Games and
for a period of one year after termination, except that if the agreement was not
renewed at the end of a term, the one-year restricted period shall not apply
unless Mr. Seremet is paid the sum of his then current base salary and Prior
Bonus.





On
January 1, 2008, Zoo Publishing entered into an employment agreement with David
Rosenbaum, which was subsequently amended on July 1, 2008, pursuant to which he
became Senior Vice President of Sales.  The term of the agreement is
four years with an annual base salary of $375,000 for the first two years and
$400,000 for the remaining years.  Mr. Rosenbaum is entitled to
receive a bonus based on achieving certain predetermined goals.  If
Mr. Rosenbaum’s employment is terminated by the Company without cause, severance
must be paid according to the following:  if the termination is within
the first twelve months of the employment agreement, Mr. Rosenbaum shall receive
twenty-four months of compensation less the amount already paid; if the
termination is after twelve months but before thirty-six months, Mr. Rosenbaum
shall receive twelve months of severance pay; if the termination is after
thirty-six months, Mr. Rosenbaum shall receive the remainder of pay due to him
under the employment agreement.  In April 2009, Mr. Rosenbaum was
appointed as President of Zoo Publishing.




Other
than as described above, we have no plans or arrangements with respect to
remuneration received or that may be received by our named executive officers to
compensate such officers in the event of termination of employment (as a result
of resignation, retirement, change of control) or a change of responsibilities
following a change of control.




7




2008 OUTSTANDING EQUITY AWARDS AT
FISCAL YEAR-END1





Stock
      AwardsEquityOption
      Awards
                      
                      
                      
                      
                      
                      
                      
                      
                      Incentive
                      
                      
                      EquityEquity
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      Plan
                      
                      
                      Incentive
      PlanIncentive
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      Awards:
                      
                      
                      Awards:Plan
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      Number
      of
                      
                      
                      Market
      orAwards:
                      
                      
                      
                      
                      
                      
                      
                      
                      Number
                      
                      
                      Market
                      
                      
                      Unearned
                      
                      
                      Payout
      ValueNumber
      of
                      
                      
                      Number
      of
                      
                      
                      Number
      of
                      
                      
                      
                      
                      
                      
                      
                      
                      of
      Shares
                      
                      
                      Value
      of
                      
                      
                      Shares,
                      
                      
                      of
      UnearnedSecurities
                      
                      
                      Securities
                      
                      
                      Securities
                      
                      
                      
                      
                      
                      
                      
                      
                      or
      Units
                      
                      
                      Shares
      or
                      
                      
                      Units
      or
                      
                      
                      Shares,
      UnitsUnderlying
                      
                      
                      Underlying
                      
                      
                      Underlying
                      
                      
                      
                      
                      
                      
                      
                      
                      of
      Stock
                      
                      
                      Units
      of
                      
                      
                      Other
                      
                      
                      or
      OtherUnexercised
                      
                      
                      Unexercised
                      
                      
                      Unexercised
                      
                      
                      Option
                      
                      
                      
                      
                      
                      That
                      
                      
                      Stock
      That
                      
                      
                      Rights
      That
                      
                      
                      Rights
      ThatOptions
      (#)
                      
                      
                      Options
      (#)
                      
                      
                      Unearned
                      
                      
                      Exercise
                      
                      
                      Option
                      
                      
                      Have
      Not
                      
                      
                      Have
      Not
                      
                      
                      Have
      Not
                      
                      
                      Have
      NotName
                      
                      Exercisable
                      
                      
                      Unexercisable
                      
                      
                      Options
                      
                      
                      Price($)
                      
                      
                      Expiration
      Date
                      
                      
                      Vested
      (#)
                      
                      
                      Vested
      ($)
                      
                      
                      Vested
      (#)
                      
                      
                      Vested
      ($)(1)Robert
      S. Ellin
                      
                      
                      0
                      
                      
                      
                      0
                      
                      
                      
                      0
                      
                      
                      
                      -
                      
                      
                      -
                      
                      
                      
                      0
                      
                      
                      
                      0
                      
                      
                      
                      0
                      
                      
                      
                      0Mark
      Seremet
                      
                      
                      702,328
                      
                      
                      
                      0
                      
                      
                      
                      0
                      
                      
                      
                      1.52
                      
                      
                      July
      2013
                      
                      
                      
                      0
                      
                      
                      
                      0
                      
                      
                      
                      0
                      
                      
                      
                      08,062
                      
                      
                      
                      0
                      
                      
                      
                      0
                      
                      
                      
                      2.58
                      
                      
                      May
      2013
                      
                      
                      
                      0
                      
                      
                      
                      0
                      
                      
                      
                      0
                      
                      
                      
                      0David
      Rosenbaum
                      
                      
                      760,031
                      
                      
                      
                      0
                      
                      
                      
                      0
                      
                      
                      
                      1.52
                      
                      
                      July
      2013
                      
                      
                      
                      0
                      
                      
                      
                      0
                      
                      
                      
                      0
                      
                      
                      
                      0





1) On
June 23, 2008, pursuant to its 2007 Employee, Director and Consultant Stock Plan
(the “2007 Plan”), the Company issued an aggregate of 900,000 restricted shares
of  common stock (the “Restricted Shares”) to certain employees,
directors and consultants, which included 250,000 Restricted Shares issued to
Robert S. Ellin. On June 27, 2008, pursuant to the 2007 Plan, the Company issued
an aggregate of 75,000 Restricted Shares. The Restricted Shares were issued
pursuant to the exemptions from registration afforded by Section 4(2) of the
Securities Act. Prior to June 23, 2008, no securities had been issued by the
Company pursuant to the 2007 Plan.  No other securities were issued
during fiscal year 2008 pursuant to the 2007 Plan.




DIRECTOR
COMPENSATION








Fees
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                NonqualifiedEarned
      or
                                
                                
                                
                                
                                
                                
                                
                                
                                Non-Equity
                                
                                
                                DeferredPaid
      in
                                
                                
                                Stock
                                
                                
                                Option
                                
                                
                                Incentive
      Plan
                                
                                
                                Compensation
                                
                                
                                All
      OtherCash
                                
                                
                                Awards
                                
                                
                                Awards
                                
                                
                                Compensation
                                
                                
                                Earnings
                                
                                
                                Compensation
                                
                                
                                TotalName
                                
                                ($)
                                
                                
                                ($)
                                
                                
                                ($)
                                
                                
                                ($)
                                
                                
                                ($)
                                
                                
                                ($)
                                
                                
                                ($)Jay
      Wolf
                                
                                
                                —
                                
                                
                                
                                137,500
                                (1)
                                
                                
                                —
                                
                                
                                
                                —
                                
                                
                                
                                —
                                
                                
                                
                                —
                                
                                
                                
                                137,500Barry
      Regenstein
                                
                                
                                —
                                
                                
                                
                                55,000
                                (2)
                                
                                
                                —
                                
                                
                                
                                —
                                
                                
                                
                                —
                                
                                
                                
                                —
                                
                                
                                
                                55,000John
      Bendheim
                                
                                
                                —
                                
                                
                                
                                275,000
                                (3)
                                
                                
                                —
                                
                                
                                
                                —
                                
                                
                                
                                —
                                
                                
                                
                                —
                                
                                
                                
                                275,000





1)
Consists of 125,000 restricted shares of common stock valued at $1.10 per
share.


2)
Consists of 50,000 restricted shares of common stock valued at $1.10 per
share.


3)
Consists of 250,000 restricted shares of common stock valued at $1.10 per
share.




In
October 2008, the Board approved the following compensation packages for the
members of the Audit Committee and the Compensation Committee, to be implemented
in 2009:





·
            Audit
      Committee:


-
            Chairman
      - $20,000 per year, plus non-qualified options to purchase 100,000 shares
      of the Company’s common stock, vesting over three years and in accordance
      with the terms set forth in the Company’s standard form of non-qualified
      stock option agreement.





-
            Members
      - $5,000 per year, plus non-qualified options to purchase 25,000 shares of
      the Company’s common stock, vesting over three years and in accordance
      with the terms set forth in the Company’s  standard form of
      non-qualified stock option
agreement.




8




·
            Compensation
      Committee:


-
            Chairman-
      $10,000 per year, plus non-qualified options to purchase 50,000 shares of
      the Company’s common stock, vesting over three years and in accordance
      with the terms set forth in the Company’s standard form of non-qualified
      stock option agreement.





-
            Members
      - $5,000 per year, plus non-qualified options to purchase 25,000 shares of
      the Company’s common stock, vesting over three years and in accordance
      with the terms set forth in the Company’s standard form of non-qualified
      stock option agreement.





No cash
compensation was paid, and no stock options were issued, to any directors during
2008 in connection with the compensation packages described above.





Item
12. Security Ownership
of Certain Beneficial Owners and Management and Related Stockholder
Matters.




The
following table sets forth certain information regarding the beneficial
ownership of our common stock as of April 10, 2009, by (i) each of our Chief
Executive Officer and our two most highly compensated executive officers as of
December 31, 2008, who are referred to as named executive officers, (ii) each of
our directors, (iii) all persons, including groups, known to us to own
beneficially more than five percent (5%) of our outstanding common stock, and
(iv) all current executive officers and directors as a group. As of April 10,
2009 there were a total of 38,243,937 shares of our common stock
outstanding.




Name and Address of Owner(1)
                        
                        Number
      of
                          Shares
      of
                          Common
                          Stock
                          Beneficially
                          Owned
                        
                        
                        Percentage
                          of
      Voting
                          Power5%
      StockholdersTrinad Capital Master Fund, Ltd
      (TCMF) (2)
                        
                        
                        9,551,908
                        
                        
                        
                        25.0Susan
      Kain-Jurgensen, former President of Zoo Publishing, Inc.
    (3)
                        
                        
                        3,356,507
                        
                        
                        
                        8.8S.A.C.
      Venture Investments, LLC (4)
                        
                        
                        3,125,979
                        
                        
                        
                        7.8Peter
      Brant (5)
                        
                        
                        2,117,631
                        
                        
                        
                        5.5Harris
      Toibb (6)
                        
                        
                        3,895,491
                        
                        
                        
                        9.7Directors
      and named executive officers:Robert
      S. Ellin (7)
                        
                        
                        10,483,726
                        
                        
                        
                        26.9Jay
      A. Wolf (8)
                        
                        
                        10,358,726
                        
                        
                        
                        26.6Barry
      I. Regenstein (9) (12)
                        
                        
                        50,000
                        
                        
                        
                        *John
      Bendheim (10) (12)
                        
                        
                        250,000
                        
                        
                        
                        *Drew
      Larner (12)
                        
                        
                        0
                        
                        
                        
                        *Moritz
      Seidel (11)(12)
                        
                        
                        27,932
                        
                        
                        
                        *Mark
      Seremet (13)
                        
                        
                        1,370,887
                        
                        
                        
                        3.5David
      Rosenbaum (14)
                        
                        
                        906,880
                        
                        
                        
                        2.3All
      current directors and executive officers as a group (eleven persons)
      (15)
                        
                        
                        13,560,523
                        
                        
                        
                        33.5




9







*Less
than one percent.





(1)
Except as specifically indicated in the footnotes to this table, the persons
named in this table have sole voting and investment power with respect to all
shares of common stock shown as beneficially owned by them, subject to community
property laws where applicable. Beneficial ownership is determined in accordance
with the rules of the SEC. In computing the number of shares beneficially owned
by a person and the percentage ownership of that person, shares of common stock
subject to options, warrants or rights held by that person that are currently
exercisable or exercisable, convertible or issuable within 60 days of April 10,
2009, are deemed outstanding. Such shares, however, are not deemed outstanding
for the purpose of computing the percentage ownership of any other
person.





(2)
Consists of 9,551,908 shares of common stock held by Trinad Capital Master Fund,
Ltd. (“TCMF”). The address of TCMF is 2121 Avenue of the Stars, Suite 2550, Los
Angeles, CA 90067.





(3) The
address of Ms. Kain-Jurgensen is 4 Oak Ridge Lane, Sewell, New Jersey
08080.





(4) The
amount includes 1,791,557 shares of common stock underlying immediately
exercisable warrants. Steven A. Cohen controls S.A.C. Venture Investments, LLC.
By reason of the provisions of Rule 13d-3 of the Securities Exchange Act of
1934, as amended, Mr. Cohen may be deemed to own beneficially the warrants and
the shares of common stock shown to be owned by S.A.C. Venture Investments, LLC.
Mr. Cohen disclaims beneficial ownership of any of these securities, except to
the extent of his pecuniary interest therein. The address for S.A.C. Venture
Investments, LLC is c/o S.A.C. Capital Advisors, LLC, 72 Cummings Point Road,
Stamford, CT 06902.




(5) The
amount include  37,246 shares of common stock underlying immediately
exercisable warrants and 32,258 shares of common stock options. The amount does
not include 189,692 shares of common stock and warrants to purchase 47,421
shares of common stock held by The Bear Island Paper Company LLC Thrift
Plan-Aggressive Growth Fund, of which Mr. Brant is the economic beneficiary but
does not have sole investment or dispositive power and such actions require the
approval of two of the three trustees of the Plan of which Mr. Brant is one
trustee. The address for Peter Brant is c/o Brant Industries, Inc., 80
Fieldpoint Road Greenwich, CT 06830.





(6)
Consists of 1,800,768 shares of common stock and immediately exercisable
warrants to purchase 2,094,723 shares of common stock. The address of Harris
Toibb is 6355 Topenga Boulevard, Suite 335, Woodland hills, CA
91367.





(7)
Consists of 9,551,908 shares of common stock held by TCMF, 681,818 shares of
common stock underlying immediately exercisable warrants held by Trinad
Management, LLC, and 250,000 shares of restricted stock held by Mr. Ellin.
Robert Ellin and Jay Wolf, two of our directors and executive officers, are the
managing members of Trinad Management, LLC which serves as the investment
advisor to TCMF. As a result, each may be deemed indirectly to beneficially own
an aggregate of 9,551,908 shares of common stock. Mr. Ellin disclaims beneficial
ownership of these securities except to the extent of his pecuniary interest
therein. Trinad Management, LLC is an affiliate of, and provides investment
management services to, TCMF. The address of TCMF is 2121 Avenue of the Stars,
Suite 2550, Los Angeles, CA 90067.




10





(8)
Consists of 9,551,908 shares of common stock held by TCMF, 681,818 shares of
common stock underlying immediately exercisable warrants held by Trinad
Management, LLC and 125,000 shares of restricted stock held by Mr. Wolf. Robert
Ellin and Jay Wolf, two of our directors and executive officers, are the
managing members of Trinad Management, LLC which serves as the investment
advisor to TCMF. As a result, each may be deemed indirectly to beneficially own
an aggregate of 9,551,908 shares of common stock. Mr. Wolf disclaims beneficial
ownership of these securities except to the extent of his pecuniary interest
therein.  Trinad Management is an affiliate of, and provides
investment management services to, TCMF. The address of TCMF is 2121 Avenue of
the Stars, Suite 2550, Los Angeles, CA 90067.




(9)
Consists of 50,000 shares of restricted stock.





(10)
Consists of 250,000 shares of restricted stock.





(11)
Consists of 27,932 shares of common stock held by T7M7 Unternehmensaufbau
GmbH.  Mr. Seidel is the Managing Director of T7M7 Unternehmensaufbau
GmbH, and as a result, may be deemed to indirectly beneficially own an aggregate
of 27,932 shares of common stock.  Mr. Seidel disclaims beneficial
ownership of these securities.  The address of T7M7 Unternehmensaufbau
GmbH is Occam-Strasse 4, Rueckgebauede, 80802, Muenchen, Germany.





(12) The
address of each of these persons is c/o Zoo Entertainment, Inc., 2121 Avenue of
the Stars, Suite 2550, Los Angeles, CA 90067.





(13)
Consists of 645,825 shares of common stock, and immediately exercisable warrants
to purchase 5,893 shares of common stock for a purchase price of $2.13 and
immediately exercisable warrants to purchase 8,779 shares of common stock for a
purchase price of $2.84. It also includes non-qualified stock options to
purchase up to 702,328 shares of common stock for a purchase price of $1.52 per
share and non-qualified stock options to purchase up to 8,062 shares of common
stock for a purchase price of $2.58 per share, in each case which are fully
vested and immediately exercisable.  This does not include
non-qualified stock options to purchase up to 750,000 shares of common stock for
a purchase price of $0.30 per share that are not vested and not exercisable
within the next sixty days.  The address of Mark Seremet is c/o Zoo
Games, Inc., 770 Broadway, Suite 215, New York, NY 10003.





(14)
Consists of 117,478 shares of common stock, and immediately exercisable
warrants to purchase 29,371 shares of common stock for a purchase price of
$2.13. It also includes non-qualified stock options to purchase up to 760,031
shares for a purchase price of $1.52 per share which are fully vested and
immediately exercisable.  The address for Mr. Rosenbaum is c/o Zoo
Publishing, Inc., 3805 Edwards Road, Suite 605, Cincinnati, OH
45209.





(15)
Includes warrants to purchase 725,861 shares of common stock and options to
purchase 1,516,220 shares of common stock.


11





Equity
Compensation Plan Information







Plan Category
                
                Number of
                  securities
                  to be issued
                  upon
                  exercise of
                  outstanding
                  options,
                  warrants
                  and rights
                  (a)
                
                
                Weighted-
                  average
                  exercise
                  price of
                  outstanding
                  options,
                  warrants
                  and rights
                  (b)
                
                
                Number of
                  securities
                  remaining
                  available for
                  future
                  issuance
                  under equity
                  compensation
                  plans
                  (excluding
                  securities
                  reflected in
                  column (a))
                  (c)Equity
      compensation plans approved by Zoo security holders
                
                
                0
                *
                
                $
                0
                
                
                
                25,000Equity
      compensation plans approved by Zoo Games security holders
                
                
                2,336,552
                
                
                $
                1.76
                
                
                
                0Equity
      compensation plans not approved by security holders
                
                
                0
                
                
                
                0
                
                
                
                0Total
                
                
                2,336,552
                
                
                $
                1.76
                
                
                
                25,000


*This
number does not include an aggregate of 900,000 restricted shares of our common
stock that we issued on June 23, 2008, and an aggregate of 75,000
restricted shares of our common stock that we issued on June 27, 2008, at a
purchase price of $0.001 per share to certain employees, directors and
consultants, pursuant to our 2007 Employee, Director and Consultant Stock Plan
(the "2007 Plan").




On
January 14, 2009, the 2007 Plan was amended to increase the aggregate number of
shares of common stock that may be issued under the plan from 1,000,000 shares
to 4,000,000 shares, and to increase the maximum number of shares with respect
to which stock rights may be granted to any participant in any fiscal year from
250,000 shares to 750,000 shares.





Item
13. Certain
Relationships and Related Transactions, and Director
Independence.




Zoo
Entertainment





On July
7, 2008, the Company entered into a Note Purchase Agreement with TCMF and the
purchasers set forth on the schedule thereto (collectively, the “Purchasers”),
as subsequently amended on July 15, 2008, July 31, 2008 and August 15, 2008 (the
“Note Purchase Agreement”), pursuant to which the Purchasers agreed to provide a
loan to the Company in the aggregate principal amount of $9,000,000, in
consideration for the issuance and delivery of senior secured convertible
promissory notes (the “Notes”). As partial inducement to purchase the Notes, the
Company issued to the Purchasers warrants to purchase common stock of the
Company (the “Warrants,” and together with the issuance of the Notes, the
“Financing”). The offering period of the Financing closed on August 15,
2008.





Pursuant
to the Note Purchase Agreement on July 7, 2008, the Company issued to TCMF, a
principal stockholder of the Company of which Robert Ellin, our Chief Executive
Officer and a director, and Jay Wolf, our Secretary and a director, are the
managing directors, a Note in the aggregate principal amount of $2,500,000. The
Note bears an interest rate of five percent (5%) for the time period beginning
on July 7, 2008 and ending on July 7, 2009, unless extended. Upon the occurrence
of an investor sale, as defined in the Note, the entire outstanding principal
amount of the Note and any accrued interest thereon will be automatically
converted into shares of common stock of the Company. In connection with the
Note Purchase Agreement, the Company issued to TCMF a Warrant to purchase
2,272,727 shares of common stock of the Company. The Warrant has a five year
term and an exercise price of $0.01 per share. On July 30, 2008, TCMF exercised
its Warrant to purchase 2,272,727 shares of common stock of the
Company.  As of April 30, 2009, $2,602,000 of principal plus accrued
interest was outstanding on the Note issued to TCMF, and no payments of
principal or interest have been made.




12





In
connection with an amendment to the Management Agreement, as described below,
the Company issued to Trinad Management, LLC, an affiliate of TCMF (“Trinad”) a
Note in the principal amount of $750,000 and a Warrant to purchase 681,818
shares of the Company’s common stock, on the same terms and conditions as the
Notes and Warrants issued in the financing.  As of April 30, 2009,
$781,000 of principal plus accrued interest was outstanding on the Note issued
to Trinad, and no payments of principal or interest have been made.





Pursuant
to a Security Agreement, by and among the Company and the Purchasers, dated as
of July 7, 2008 (the “Security Agreement”), the Company granted a security
interest in all of its assets to each of the Purchasers to secure the Company’s
obligations under the Notes. Additionally, on July 7, 2008, Trinad executed a
joinder to the Security Agreement.





On July
31, 2008, TCMF executed a counterpart signature page to the Note Purchase
Agreement, pursuant to which the Company issued to TCMF a Note in the principal
amount of $1,500,000. As partial inducement to purchase the Note, TCMF received
a Warrant to purchase 1,363,636 shares of common stock of the Company. The Note
and Warrant issued to TCMF were issued on the same terms and conditions as the
Notes and Warrants that were issued in the initial closing of the Financing. On
August 1, 2008, TCMF exercised its Warrant to purchase 1,363,636 shares of
common stock of the Company.  As of April 30, 2009, $1,556,000 of
principal plus accrued interest was outstanding on the Note issued to TCMF, and
no payments of principal or interest have been made.





On
September 26, 2008, the Company entered into a note purchase agreement with TCMF
and the purchasers set forth on the schedule thereto, pursuant to which the
purchasers agreed to provide a loan to the Company in the aggregate principal
amount of up to $5,000,000 (the “Second Financing).  Pursuant to the
note purchase agreement, the Company issued to TCMF a Note in the principal
amount of $500,000. As partial inducement to purchase the Note, TCMF received a
Warrant to purchase 454,545 shares of common stock of the Company. The Note and
Warrant issued to TCMF in the Second Financing were issued on the same terms and
conditions as the Notes and Warrants that were issued in the initial closing of
the Financing. On September 26, 2008, TCMF exercised its Warrant to purchase
454,545 shares of common stock of the Company.  As of April 30, 2009,
$515,000 of principal plus accrued interest was outstanding on the Note issued
to TCMF, and no payments of principal or interest have been made.  On
September 26, 2008, pursuant to a Security Agreement, by and among the Company,
TCMF and the purchasers set forth therein, the Company granted a security
interest in all of its assets to TCMF and the other purchasers to secure the
Company’s obligations under the Notes issued in the Second
Financing.





On
October 24, 2007, the Company executed a loan agreement, as subsequently amended
on November 21, 2007 and April 18, 2008 (the "Loan Agreement") with TCMF,
whereby TCMF agreed to loan to the Company a principal amount of up to $500,000
(the “Loan”) and to increase the entire outstanding principal amount of the Loan
and any accrued interest thereon, which was to be due and payable by the Company
upon, and not prior to, a Next Financing (as defined in the Loan Agreement), to
an amount of not less than $750,000. On July 7, 2008, pursuant to a further
amendment to the Loan Agreement and in consideration of TCFM’s participation in
the Financing and receipt of the Notes and Warrants issued thereunder, the Loan
Agreement automatically terminated upon the initial closing of the Financing,
and the loan thereunder, in the principal amount of $360,000, plus any accrued
interest, was cancelled and extinguished with no obligation or liability of the
Company.




13





On October 24, 2007, the Company
entered into a Management Agreement (the “Management Agreement”) with Trinad, an
affiliate of TCMF. Pursuant to the terms of the Management Agreement, Trinad
agreed to provide certain management services, including, without limitation,
the sourcing, structuring and negotiation of a potential business combination
transaction involving the Company. The Company agreed to pay Trinad a management
fee of $90,000 per quarter, plus reimbursement of all expenses reasonably
incurred by Trinad in connection with the provision of management services. The
fees incurred for the year ended December 31, 2007 were waived by Trinad. The
Management Agreement was terminable by either party upon written notice, subject
to a termination fee of $1,000,000 upon termination by the Company. On July 7,
2008, the Company and Trinad amended the Management Agreement to provide that it
automatically terminated upon the initial closing of the Financing, in which
such case the termination fee was reduced to $750,000. The Management Agreement,
as amended, also provided that the Company may satisfy the payment of such
termination fee by delivery to Trinad of Notes in the aggregate amount of
$750,000 and a Warrant to purchase 618,818 shares of common stock of the
Company, such Notes and Warrants to be on the same terms of the Notes and
Warrants sold and issued by the Company to the purchasers in the Financing. The
Management Agreement automatically terminated upon the initial closing of the
Financing on July 7, 2008. In accordance with the terms of Amendment No. 1 to
the Management Agreement, the termination fee was reduced from $1,000,000 to
$750,000, which the Company satisfied by delivery to Trinad of Notes in the
principal amount of $750,000 and 681,818 Warrants to purchase common stock of
the Company.





In
addition, TCMF beneficially owns 9,551,908 shares of common stock of the Company
and shares of common stock of the Company issuable upon conversion of senior
secured convertible notes in the aggregate principal amount of $4,500,000.
Trinad owns warrants to purchase 681,818 shares of common stock of the Company
and shares of common stock of the Company issuable upon conversion of senior
secured convertible notes held by Trinad in the aggregate principal amount of
$750,000. Robert Ellin and Jay Wolf are the managing members of
Trinad.




Our Board
currently consists of seven members. They are Robert Ellin, Jay Wolf, Barry
Regenstein, John Bendheim, Drew Larner, Moritz Seidel and Mark Seremet. Messrs.
Regenstein, Bendheim, Larner and Seidel are independent directors. We have
determined their independence using the definition of independence set forth in
NASDAQ Marketplace Rule 4200.





Zoo
Games





Zoo Games
engages in various business relationships with its shareholders and officers and
their related entities. The significant relationships are as
follows:





Lease
of Premises




Zoo Games
leased its office space in New York, New York from 575 Broadway Associates, LLC
a company owned principally by Peter M. Brant, a former member of the board of
directors of Zoo Games and one of the Company’s principal stockholders. Zoo
Games leased 5,000 square feet at this location for a monthly rent of $23,750
from April 2007 to October 2008. Zoo Games has paid rent in the amount of
$183,000 for 2007 and $234,000 during 2008. Zoo Games believes that the rent and
lease terms are at market and are no more favorable to the landlord than
comparable leases that could be obtained under an independent third party
arrangement.




Transactions





Mark
Seremet, President of Zoo Games, received $549,000 in connection with the sale
of a portion of his shares in Cyoob, Inc to Zoo Games. The agreement entitled
Mr. Seremet to receive an additional $549,000 from Zoo Games for such shares;
however this debt was converted to an aggregate of 257,052 shares of common
stock of the Company.





In
connection with Zoo Publishing’s factoring facility with Working Capital
Solutions, Inc., in August 2008, Mr. Seremet provided Working Capital Solutions
with a personal validity guarantee pursuant to which Mr. Seremet made certain
representations and warranties on behalf of Zoo Publishing and agreed to be
personally liable for a breach of those representations and warranties. The
Company granted Mr. Seremet a fully vested non-qualified stock option to
purchase up to 702,327 shares of common stock of the Company for an exercise
price of $1.52 per share in consideration for Mr. Seremet’s provision of such
guaranty.




14




From
October 2007 to December 2007, Zoo Games issued an aggregate of $2,800,000 in
12% convertible notes in its bridge financing (the “Bridge Financing”). The
principal outstanding amounts under the notes issued in the Bridge Financing,
and the accrued interest, were to be automatically converted into equity at the
first closing of an equity financing (the “Equity Financing”) in which Zoo Games
raised at least $15,000,000 inclusive of the amounts converted from the Bridge
Financing, at a value of 75% of the average price at which the equity securities
were sold in the Equity Financing. In connection with the conversion of the
convertible notes into equity, participants in the Bridge Financing were given
the right to receive warrants in the Equity Financing to purchase Zoo Games’
common units for a purchase price equal to 75% of the exercise price of the
warrants issued in the Equity Financing. Mr. Seremet, Zoo Games’ Chief Executive
Officer invested $50,000 in the Bridge Financing. Mr. Peter Brant, a former
director of Zoo Games and a principal stockholder of the Company and an entity
related to Mr. Brant invested an aggregate of $714,583 in the Bridge Financing.
Of that amount, convertible notes in the amount of $114,583 were issued to Mr.
Brant in exchange for rent payments due to 575 Broadway Associates.





From
December 2007 through May 2008, prior to its conversion from a limited liability
company to a corporation, Zoo Games issued common shares and warrants to
purchase common shares in an Equity Financing pursuant to which Zoo Games raised
an aggregate of $16,400,000, inclusive of the convertible notes which were
automatically converted into the securities issued in the Equity Financing, as
described above. Mr. Seremet’s convertible note was converted into 23,570 common
shares and warrants to purchase up to 5,893 common shares for an exercise price
of $2.13 per share. In addition, Mr. Seremet
invested        $100,000 in the Equity
Financing in exchange for 35,116 common shares and warrants to purchase up to
8,779 common shares for an exercise price of $2.84 per unit. The convertible
notes of Mr. Brant and his related entities were converted into an aggregate of
338,676 common shares and warrants to purchase up to 84,666 shares for an
exercise price of $2.13 per share. S.A.C. Venture Investments, LLC a principal
stockholder of the Company, invested an aggregate of $1,250,000 in exchange for
an aggregate of 438,955 common shares and warrants to purchase an aggregate of
109,739 common shares for an exercise price of $2.84 per share. Mr. Harris
Toibb, a principal stockholder of the Company, and entities related to Mr. Toibb
invested an aggregate of $3,150,000 in exchange for an aggregate of 1,106,166
common shares and warrants to purchase an aggregate of 276,541 common shares for
an exercise price of $2.84 per share.  Mr. Toibb also provided various
consulting services to the Company in connection with the restructuring of Zoo
Games’ indebtedness and certain other strategic matters. In connection with the
provision of those services, in July 2008 the Company issued 702,440 shares of
its common stock to Mr. Toibb.





Item
14. Principal
Accounting Fees and Services.




The
following table presents fees for professional services related to the audits
and reviews of our interim and annual financial statements and other audit
related services for the years ended December 31, 2008 and 2007:




2008
                      
                      
                      2007Audit
      fees:(1)
                      
                      $
                      199,000
                      
                      
                      $
                      41,500Audit
      related fees:(2)
                      
                      
                      0
                      
                      
                      
                      0Tax
      fees:(3)
                      
                      
                      0
                      
                      
                      
                      0All
      other fees:(4)
                      
                      
                      0
                      
                      
                      
                      0Total
                      
                      $
                      199,000
                      
                      
                      $
                      41,500




15




Policy
on Pre-Approval of Audit and Permissible Non-audit Services of Independent
Auditors




Consistent
with SEC policies regarding auditor independence, the Board has responsibility
for appointing, setting compensation and overseeing the work of the independent
auditor. In recognition of this responsibility, the Board has established a
policy to pre-approve all audit and permissible non-audit services provided by
the independent auditor.




Prior to
engagement of the independent auditor for the next year’s audit, management will
submit an aggregate of services expected to be rendered during that year for
each of the following four categories of services to the Board for
approval.




1.  
Auditservices include
audit work performed in the preparation of financial statements, as well as work
that generally only the independent auditor can reasonably be expected to
provide, including comfort letters, statutory audits, and attest services and
consultation regarding financial accounting and/or reporting standards.




2.  
Audit-Relatedservices
are for assurance and related services that are traditionally performed by the
independent auditor, including due diligence related to mergers and
acquisitions, employee benefit plan audits, and special procedures required to
meet certain regulatory requirements.




3.  
Taxservices include all
services performed by the independent auditor’s tax personnel except those
services specifically related to the audit of the financial statements, and
includes fees in the areas of tax compliance, tax planning, and tax
advice.




4. 
Other
Fees are those associated with services not captured in the other
categories.




Prior to
engagement, the Audit Committee of the Board pre-approves these services by
category of service. The fees are budgeted and the Audit Committee of the Board
requires the independent auditor and management to report actual fees versus the
budget periodically throughout the year by category of service. During the year,
circumstances may arise when it may become necessary to engage the independent
auditor for additional services not contemplated in the original pre-approval.
In those instances, the Audit Committee of the Board requires specific
pre-approval before engaging the independent auditor.




Effective
as of October 30, 2008, we dismissed Raich Ende Malter & Co. LLP as our
independent public accounting firm and retained Amper, Politziner & Mattia,
LLP for all audit and audit-related services during 2008.




PART
IV





Item 15.
Exhibits, Financial
Statement Schedules.





(1) Financial
Statements.





The
financial statements required by Item 15 were included in the Original
Filing.





(2) Financial Statement
Schedules.





Those
financial statement schedules required by Item 15 have either been omitted
because of the absence of conditions under which they are required or were
included in the Original Filing.





(3) Exhibits.





The
following exhibits are filed with this report, or incorporated by reference as
noted:




16




EXHIBIT
INDEX





ExhibitNo.
              
              Description2.1
              
              Plan
      and Agreement of Merger, between Zoo Entertainment, Inc. f/k/a
      Driftwood Ventures, Inc., a Delaware corporation (“Zoo”), and Driftwood
      Ventures, Inc., a Nevada corporation, dated as of November 19, 2007
      (incorporated by reference to that DEF 14C Information Statement filed
      with the Securities and Exchange Commission on November 30,
      2007).2.2
              
              Agreement
      and Plan of Merger, by and among Zoo, DFTW Merger Sub, Inc., Zoo Games
      Interactive Software, Inc. (“Zoo Games”) and the stockholder
      representative, dated as of July 7, 2008 (incorporated by reference to
      that Current Report on Form 8-K filed with the Securities and Exchange
      Commission on July 11, 2008.)2.3
              
              Amendment
      to Agreement and Plan of Merger, by and among Zoo, DFTW Merger Sub, Inc.,
      Zoo Games and the stockholder representative, dated as of September 12,
      2008 (incorporated by reference to that Current Report on Form 8-K filed
      with the Securities and Exchange Commission on September 18,
      2008).3.1
              
              Certificate
      of Incorporation (incorporated by reference to that Current Report on Form
      8-K filed with the Securities and Exchange Commission on December 21,
      2007).3.2
              
              Certificate
      of Ownership and Merger, filed with the Secretary of State of the State of
      Delaware on December 3, 2008 (incorporated by reference to that Current
      Report on Form 8-K filed with the Securities and Exchange Commission on
      December 8, 2008).3.3
              
              Bylaws
      (incorporated by reference to that Current Report on Form 8-K filed with
      the Securities and Exchange Commission on December 21,
    2007).4.1
              
              Form
      of Note (incorporated by reference to that Current Report on Form 8-K
      filed with the Securities and Exchange Commission on July 11,
      2008).4.2
              
              Form
      of Note  (incorporated by reference to that Current Report on
      Form 8-K filed with the Securities and Exchange Commission on October 2,
      2008).10.1
              
              Loan
      Agreement with Trinad Capital Master Fund, Ltd. (“Trinad”), dated as of
      October 24, 2007, as amended on November 21, 2007 (incorporated by
      reference to that Current Report on Form 8-K filed with the Securities and
      Exchange Commission on October 25, 2007 and November 21, 2007,
      respectively).10.2
              
              Amendment
      No. 2 to Loan Agreement, by and between Zoo and Trinad, dated as of April
      18, 2008 (incorporated by reference to that Current Report on Form 8-K
      filed with the Securities and Exchange Commission on April 22,
      2008).10.3
              
              Amendment
      No. 3 to the Loan Agreement, by and between Zoo and Trinad, dated as of
      July 7, 2008 (incorporated by reference to that Current Report on Form 8-K
      filed with the Securities and Exchange Commission on July 11,
      2008).10.4*
              
              Management
      Agreement, between Zoo and Trinad Management, LLC, dated as of
      October 24, 2007 (incorporated by reference to that  DEF 14C
      Information Statement and filed with the Securities and Exchange
      Commission on November 30, 2007).10.5*
              
              Amendment
      No. 1 to the Management Agreement, by and between Zoo and Trinad
      Management, LLC, dated as of July 7, 2008 (incorporated by reference to
      that Current Report on Form 8-K filed with the Securities and Exchange
      Commission on July 11,
2008).


17





10.6*
              
              2007
      Employee, Director and Consultant Stock Plan (incorporated by reference to
      that Annual Report on Form 10-KSB filed with the Securities and Exchange
      Commission on April 8, 2008).10.7*
              
              Amendment
      to 2007 Employee, Director and Consultant Stock Plan (incorporated by
      reference to that Current Report on Form 8-K filed with the Securities and
      Exchange Commission on January 16, 2009).10.8
              
              Commercial
      Lease Agreement, by and between Trinad Management, LLC and Zoo, dated as
      of May 1, 2008 (incorporated by reference to that Current Report on Form
      8-K filed with the Securities and Exchange Commission on May 7,
      2008).10.9
              
              Letter
      Agreement, dated as of June 1, 2008, by and between Zoo and DDK Consulting
      (incorporated by reference to that Current Report on Form 8-K filed with
      the Securities and Exchange Commission on June 2,
2008).10.10
              
              Note
      Purchase Agreement, by and among Zoo, Trinad, Back Bay LLC (“Back Bay”),
      Cipher 06 LLC (“Cipher”), Soundpost Capital, LP (“Soundpost LP”),
      Soundpost Capital Offshore Ltd. (“Soundpost Offshore”) and S.A.C. Venture
      Investments, LLC (“S.A.C.”), dated as of July 7, 2008 (incorporated by
      reference to those Current Reports on Form 8-K filed with the Securities
      and Exchange Commission on July 11, 2008, July 30, 2008, August 1, 2008
      and August 15, 2008).10.11
              
              Amendment
      No. 1 to the Note Purchase Agreement, dated as of July 15, 2008
      (incorporated by reference to that Current Report on Form 8-K filed with
      the Securities and Exchange Commission on July 15,
  2008).10.12
              
              Amendment
      No. 2 to the Note Purchase Agreement, dated as of July 31, 2008
      (incorporated by reference to that Current Report on Form 8-K filed with
      the Securities and Exchange Commission on July 31,
  2008).10.11
              
              Security
      Agreement, by and among Zoo, Trinad, Back Bay, Cipher, Soundpost LP,
      Soundpost Offshore and S.A.C., dated as of July 7, 2008. (incorporated by
      reference to those Current Reports on Form 8-K filed with the Securities
      and Exchange Commission on July 11, 2008, July 30, 2008, August 1, 2008
      and August 15, 2008).10.12
              
              Securities
      Purchase Agreement, by and between Zoo Games and Zoo, dated as of July 7,
      2008 (incorporated by reference to that Current Report on Form 8-K filed
      with the Securities and Exchange Commission on July 11,
    2008).10.13
              
              Amendment
      No. 1 to the Securities Purchase Agreement, dated as of July 15, 2008
      (incorporated by reference to that Current Report on Form 8-K filed with
      the Securities and Exchange Commission on July 15,
  2008).10.14
              
              Senior
      Secured Note, issued by Zoo Games on July 7, 2008 (incorporated by
      reference to that Current Report on Form 8-K filed with the Securities and
      Exchange Commission on July 11, 2008).10.15
              
              Pledge
      Agreement, by and between Zoo and Zoo Games, dated as of July 7, 2008
      (incorporated by reference to that Current Report on Form 8-K filed with
      the Securities and Exchange Commission on July 11,
  2008).10.16
              
              Security
      Agreement, by and among Zoo, Zoo Games, Zoo Games Online LLC, Zoo Digital
      Publishing Limited, Supervillain Studios, LLC and Zoo Games, Inc. (the
      “Subsidiaries”), dated as of July 7, 2008 (incorporated by reference to
      that Current Report on Form 8-K filed with the Securities and Exchange
      Commission on July 11,
2008).


18





10.17
              
              Guaranty,
      by and among the Subsidiaries, dated as of July 7, 2008 (incorporated by
      reference to that Current Report on Form 8-K filed with the Securities and
      Exchange Commission on July 11, 2008).10.18
              
              Note
      Purchase Agreement, by and among Zoo, Trinad, Back Bay, Sandor Capital
      Master Fund LP (“Sandor”) and John S. Lemak (“Lemak”), dated as of
      September 26, 2008  (incorporated by reference to that Current
      Report on Form 8-K filed with the Securities and Exchange Commission on
      October 2, 2008).10.19
              
              Security
      Agreement, by and among Zoo, Trinad, Back Bay, Sandor and Lemak, dated as
      of September 26, 2008  (incorporated by reference to that
      Current Report on Form 8-K filed with the Securities and Exchange
      Commission on October 2, 2008).10.20
              
              1st
      Amended and Restated Employment Agreement between Zoo Games and Mark
      Seremet, dated as of April 16, 2006. (incorporated by reference to that
      Current Report on Form 8-K filed with the Securities and Exchange
      Commission on September 18, 2008).10.21*
              
              Amendment
      Number One to the 1st
      Amended and Restated Employment Agreement between Zoo Games and Mark
      Seremet, dated as of July 15, 2008. (incorporated by reference to that
      Current Report on Form 8-K filed with the Securities and Exchange
      Commission on September 18, 2008).10.22*
              
              Employment
      Agreement, by and between Zoo Games and Mark Seremet, dated as of January
      14, 2009 (incorporated by reference to that Current Report on Form 8-K
      filed with the Securities and Exchange Commission on January 16,
      2009).10.23*
              
              Employment
      Agreement between Zoo Games and David J. Fremed, dated as of June 4, 2007
      (incorporated by reference to that Current Report on Form 8-K filed with
      the Securities and Exchange Commission on September 18,
    2008).10.24*
              
              Amendment
      Number One to the June 4, 2007 David Fremed Employment Agreement between
      Zoo Games and David J. Fremed, effective as of August 8, 2008.
      (incorporated by reference to that Current Report on Form 8-K filed with
      the Securities and Exchange Commission on September 18,
    2008).10.25*
              
              Employment
      Agreement between Zoo Games and Evan Gsell, dated as of May 22, 2007
      (incorporated by reference to that Current Report on Form 8-K filed with
      the Securities and Exchange Commission on September 18,
    2008).10.26*
              
              Employment
      Agreement between Zoo Publishing, Inc. and Susan Kain-Jurgensen, dated as
      of December 18, 2007 (incorporated by reference to that Current Report on
      Form 8-K filed with the Securities and Exchange Commission on September
      18, 2008).10.27*
              
              Amendment
      Number One to the Susan Kain-Jurgensen Employment Agreement between Zoo
      Publishing, Inc. and Susan Kain-Jurgensen effective as of July 16, 2008
      (incorporated by reference to that Current Report on Form 8-K filed with
      the Securities and Exchange Commission on September 18,
    2008).10.18*
              
              2008
      Long-Term Incentive Plan of Zoo Games (incorporated by reference to that
      Current Report on Form 8-K filed with the Securities and Exchange
      Commission on September 18, 2008).10.19
              
              Agreement
      between Barry Hatch and Ian Stewart, and Zoo Games, dated as of April 4,
      2008 (incorporated by reference to that Current Report on Form 8-K filed
      with the Securities and Exchange Commission on September 18,
      2008).


19




10.30
                
                Amendment
      to Loan Note Instrument of Zoo Games, dated as of July 31, 2008
      (incorporated by reference to that Current Report on Form 8-K filed with
      the Securities and Exchange Commission on September 18,
    2008).10.31
                
                Loan
      facility of £325,000 (approximately U.S. $650,000) from I.C. Stewart 2001
      Trust to Zoo Digital Publishing Limited, dated as of April 1, 2008
      (incorporated by reference to that Current Report on Form 8-K filed with
      the Securities and Exchange Commission on September 18,
    2008).10.32
                
                Cash
      Flow Financing Facility of Zoo Digital Publishing with Bank of Scotland,
      dated as of November 21, 2006 (incorporated by reference to that Current
      Report on Form 8-K filed with the Securities and Exchange Commission on
      September 18, 2008).10.33
                
                Amendment
      to Cash Flow Financing Facility of Zoo Digital Publishing with Bank of
      Scotland, dated as of January 7, 2008 (incorporated by reference to that
      Current Report on Form 8-K filed with the Securities and Exchange
      Commission on September 18, 2008).10.34
                
                Overdraft
      Financing Facility of Zoo Digital Publishing with Bank of Scotland, dated
      as of July 11, 2008 (incorporated by reference to that Current Report on
      Form 8-K filed with the Securities and Exchange Commission on September
      18, 2008).10.35
                
                Lease
      Agreement between Paul Andrew Williams and Clare Marie Williams t/a Towers
      Investments of Valley House and Zoo Digital Publishing, Limited, dated as
      of February 1, 2007 (incorporated by reference to that Current Report on
      Form 8-K filed with the Securities and Exchange Commission on September
      18, 2008).10.36**
                
                First
      Renewal License Agreement for the Nintendo DS System between Nintendo Co.,
      Ltd. And Zoo Digital Publishing Limited, dated as of May 25, 2008
      (incorporated by reference to that Current Report on Form 8-K filed with
      the Securities and Exchange Commission on September 18,
    2008).10.37**
                
                Confidential
      License Agreement for the Wii Console between Nintendo Co., Ltd. and Zoo
      Digital Publishing Limited, dated as of May 15, 2007 (incorporated by
      reference to that Current Report on Form 8-K filed with the Securities and
      Exchange Commission on September 18, 2008).10.38
                
                Guaranty
      of Mark Seremet, dated as of August 11, 2008 (incorporated by reference to
      that Current Report on Form 8-K filed with the Securities and Exchange
      Commission on September 18, 2008).10.39
                
                Playstation2
      Licensed Publisher Agreement between Sony Computer Entertainment Europe
      Limited and Zoo Digital Publishing Limited, dated as of August 22, 2002
      (incorporated by reference to that Current Report on Form 8-K filed with
      the Securities and Exchange Commission on September 18,
    2008).10.40
                
                Playstation
      Portable Licensed Publisher Agreement between Sony Computer Entertainment
      Europe Limited and Zoo Digital Publishing Limited, dated as of August 7,
      2008 (incorporated by reference to that Current Report on Form 8-K filed
      with the Securities and Exchange Commission on September 18,
      2008).10.41
                
                Amended
      and Restated Promissory Note of Supervillain Studios, LLC and TSC Games,
      Inc., dated as of June 14, 2007, in the aggregate principal amount of
      $2,100,000 (incorporated by reference to that Current Report on Form 8-K
      filed with the Securities and Exchange Commission on September 18,
      2008).10.42
                
                Sublease
      between Supervillain Studios, LLC and Supervillain Studios, Inc. (now
      known as TSC Games, Inc.), dated as of June 14, 2007 (incorporated by
      reference to that Current Report on Form 8-K filed with the Securities and
      Exchange Commission on September 18,
2008).


20




10.43
                  
                  Confidential
      License Agreement for the Wii Console between Nintendo of America Inc. and
      Zoo Publishing, Inc., dated as of July 14, 2008 (incorporated by reference
      to that Current Report on Form 8-K filed with the Securities and Exchange
      Commission on September 18, 2008).10.44
                  
                  Confidential
      License Agreement for Nintendo DS between Nintendo of America Inc. and Zoo
      Publishing, dated as of October 1, 2005 (incorporated by reference to that
      Current Report on Form 8-K filed with the Securities and Exchange
      Commission on September 18, 2008).10.45
                  
                  Confidential
      License Agreement for the Nintendo DS System between Nintendo Co., Ltd.
      and Zoo Publishing, dated as of April 4, 2005 (incorporated by reference
      to that Current Report on Form 8-K filed with the Securities and Exchange
      Commission on September 18, 2008).10.46**
                  
                  PSP
      Licensed Publisher Agreement between SONY Computer Entertainment America
      Inc. and Zoo Publishing, dated as of January 20, 2006 (incorporated by
      reference to that Current Report on Form 8-K filed with the Securities and
      Exchange Commission on September 18, 2008).10.47**
                  
                  PS2
      Licensed Publisher Agreement between SONY Computer Entertainment America
      Inc. and Zoo Publishing, dated as of November 20, 2002 (incorporated by
      reference to that Current Report on Form 8-K filed with the Securities and
      Exchange Commission on September 18, 2008).10.48
                  
                  Zoo
      Games, Inc. Form of Non-Qualified Stock Option Award Agreement
      (incorporated by reference to that Current Report on Form 8-K filed with
      the Securities and Exchange Commission on September 18,
    2008).10.49
                  
                  Business
      Lease between Lakeside Business Park, LLC and DSI, dated as of September
      20, 2007 (incorporated by reference to that Current Report on Form 8-K
      filed with the Securities and Exchange Commission on September 18,
      2008).10.50
                  
                  Factoring
      and Security Agreement between Zoo Publishing, Inc. and Working Capital
      Solutions, Inc., dated as of August 5, 2008 (incorporated by reference to
      that Current Report on Form 8-K filed with the Securities and Exchange
      Commission on September 18, 2008).10.51
                  
                  Promissory
      Note of Zoo Publishing to the estate of Stuart Kaye in the principal
      amount of $647,830, dated, as of January 1, 2007 (incorporated by
      reference to that Current Report on Form 8-K filed with the Securities and
      Exchange Commission on September 18, 2008).10.52
                  
                  Guaranty
      of Zoo Publishing obligations to Transcap Trade Finance made by Susan
      Kain-Jurgensen, dated as of December 19, 2007 (incorporated by reference
      to that Current Report on Form 8-K filed with the Securities and Exchange
      Commission on September 18, 2008).10.53
                  
                  Promissory
      Note of Zoo Publishing for the benefit of Susan Kain-Jurgensen in the
      principal amount of $506,670.99, dated as of April 15, 2008 (incorporated
      by reference to that Current Report on Form 8-K filed with the Securities
      and Exchange Commission on September 18, 2008).10.54
                  
                  Form
      of Non-Competition Agreement entered into by Mark Seremet and Susan
      Kain-Jurgensen, dated as of September 12, 2008 (incorporated by reference
      to that Current Report on Form 8-K filed with the Securities and Exchange
      Commission on September 18, 2008).10.55
                  
                  Sales
      Agreement, by and between Zoo Publishing, Inc. and Atari, Inc., dated as
      of October 24, 2008 (incorporated by reference to that Quarterly Report on
      Form 10-Q filed with the Securities and Exchange Commission on November
      19, 2009).


21





10.56
              
              Agreement
      for the Sale and Purchase of the entire Issued Share Capital of Zoo
      Digital Publishing Limited, by and among Zoo Games, Zoo Digital Publishing
      Limited, Barry Hatch and Ian Clifford Stewart, dated as of December 2,
      2008 (incorporated by reference to that Current Report on Form 8-K filed
      with the Securities and Exchange Commission on December 8,
      2008).10.57
              
              Amended
      and Restated Master Purchase Order Assignment Agreement, by and among Zoo
      Entertainment, Inc., Zoo Games, Zoo Publishing, Inc. and Wells Fargo Bank
      National Association, dated as of April 6, 2009 (incorporated by reference
      to that Current Report on Form 8-K filed with the Securities and Exchange
      Commission on April 9, 2009).10.58
              
              Amended
      and Restated Security Agreement and Financing Statement, by and among Zoo
      Entertainment, Inc., Zoo Games, Zoo Publishing, Inc. and Wells Fargo Bank
      National Association, dated as of April 6, 2009 (incorporated by reference
      to that Current Report on Form 8-K filed with the Securities and Exchange
      Commission on April 9, 2009).10.59
              
              Guaranty,
      by and among Wells Fargo Bank, National Association and Mark Seremet and
      David Rosenbaum as guarantors, dated as of April 6, 2009 (incorporated by
      reference to that Current Report on Form 8-K filed with the Securities and
      Exchange Commission on April 9, 2009).10.60
              
              Exchange
      Agreement, by and among Zoo Games, Supervillian Studios, LLC, TSC Games,
      Inc. and Stephen Ganem, Timothy Campbell and Chris Rausch, dated as of
      September 16, 2008 (incorporated by reference to that Annual Report on
      Form 10-K filed with the Securities and Exchange Commission on April 15,
      2009).10.61
              
              Amendment
      Number One to the October 24, 2008 Sales Agreement, by and between Zoo
      Publishing, Inc. and Atari, Inc., effective as of April 1, 2009
      (incorporated by reference to that Annual Report on Form 10-K filed with
      the Securities and Exchange Commission on April 15,
  2009).16.1
              
              Letter
      from Rothstein, Kass & Company, P.C., dated as of April 21, 2008
      (incorporated by reference to that Current Report on Form 8-K filed with
      the Securities and Exchange Commission on April 22,
  2008).16.2
              
              Letter
      from Raich Ende Malter & Co. LLP., dated as of November 4, 2008
      (incorporated by reference to that Current Report on Form 8-K filed with
      the Securities and Exchange Commission on November 5,
    2008).21.1
              
              Subsidiaries
      of Zoo Entertainment, Inc (incorporated by reference to that Annual Report
      on Form 10-K filed with the Securities and Exchange Commission on April
      15, 2009).31.1
              
              Certification
      of Robert S. Ellin, Chief Executive Officer pursuant to Section 302 of the
      Sarbanes-Oxley Act of 2002. †31.2
              
              Certification
      of Charles Bentz, Chief Financial Officer pursuant to Section 302 of the
      Sarbanes-Oxley Act of 2002. †





*
Management compensation agreements


**Confidential
treatment as to certain portions requested


†
Filed herewith


22




SIGNATURES





Pursuant to the requirements of Section
13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.





ZOO
      ENTERTAINMENT, INC.Date:
      April 30, 2009
              By:
              /s/ Charles BentzCharles
      Bentz, Chief Financial
Officer





Pursuant to the requirements of the
Securities Exchange Act of 1934, this report has been signed below by the
following persons on behalf of the registrant and in the capacities indicated
below and on the dates indicated.





Signatures
                          
                          Title
                          
                          DateBy:
                          /s/ Robert S. Ellin
                          
                          Chief
      Executive OfficerRobert
      S. Ellin
                          
                          (principal
      executive officer) and Director
                          
                          April
      30, 2009By:
                          /s/ Charles Bentz
                          
                          Chief
      Financial OfficerCharles
      Bentz
                          
                          (principal
      financial officer)
                          
                          April
      30, 2009By:
                          /s/ Jay A. Wolf
                          
                          Secretary,
      Director
                          
                          April
      30, 2009Jay
      A. WolfBy:
                          /s/ Mark Seremet
                          
                          Director
                          
                          April
      30, 2009Mark
      SeremetBy:
                          /s/ Barry Regenstein
                          
                          Director
                          
                          April
      30, 2009Barry
      RegensteinBy:
                          /s/ John Bendheim
                          
                          Director
                          
                          April
      30, 2009John
      BendheimBy:
                          /s/ Drew Larner
                          
                          Director
                          
                          April
      30, 2009Drew
      LarnerBy:
                          /s/ Moritz Seidel
                          
                          Director
                          
                          April
      30, 2009Moritz
      Seidel




23